Announcements

Invitation to public tender to purchase shares of Jeleniogórska Przędzalnia Czesankowa „ANILUX” S.A. with registered office in Jelenia Góra

The final date for submitting offers is 8 July 2010 at 2 PM.

program prywatyzacji

 


The Minister of Treasury, ul. Krucza 36/Wspólna 6, 00-522 Warszawa, hereinafter referred to as the “Seller”, acting on behalf of the Treasury, pursuant to Article 33(1)(2) of the Commercialisation and Privatisation Act of 30 August 1996 (Journal of Laws of 2002 No. 171, item 1397, as amended), hereinafter referred to as the “Act”, and the Resolution of the Council of Ministers of 17 February 2009 on the Detailed Procedure of Selling Treasury Shares (Journal of Laws No. 34, item 264, as amended), hereby invites all interested parties to submit their offers in a public tender, hereinafter referred to as the “Tender”, to purchase 875,500 (eight hundred and seventy-five thousand five hundred) registered shares, constituting 85% of the share capital of the company:

Jeleniogórska Przędzalnia Czesankowa „ANILUX” S.A.
with registered office in Jelenia Góra (hereinafter referred to as the “Company”)

Pursuant to Article 36(1) of the Act, eligible employees of the Company are entitled to a free acquisition of up to 15% of the Company’s shares taken up by the Treasury on the day of entering the Company into the Register. Shares not acquired by eligible employees may be sold by the Minister of Treasury to an investor selected under this tender, provided that the right of eligible persons to acquire such shares expires.

I. GENERAL INFORMATION

  1. The Tender will be held at the Seller’s headquarters.
  2. Participation in the tender is open to national and foreign entities, as well as entities acting jointly.
  3. In order to participate in the Tender, the bidder is obliged to deposit (before expiry of the deadline specified in section IV, item 1, hereof) a bid security of PLN 201,365.00 (two hundred and one thousand three hundred and sixty-five zloty), by bank transfer to the Seller’s account held with Bank Gospodarstwa Krajowego S.A., Branch No. 1 in Warsaw, account no. 13 1130 1017 0019 9426 2520 0007.
  4. The Seller accepts only full payment for the shares, made by bank transfer to the Seller’s account prior to signing the Share Purchase Agreement.

II. PLACE AND TIME LIMIT FOR INSPECTING TENDER DOCUMENTATION AND BECOMING ACQUAINTED WITH THE COMPANY’S ENTERPRISE

  1. Upon presentation of a Transcript from the National Court Register / Certificate from the Register of Business Activity through authorised representatives or an Authorisation to collect the documentation by persons not entered in the National Court Register or not named in the Certificate from the Register of Business Activity, and upon signing the Confidentiality Obligation, and if the interested party is a natural person – upon presentation of an identity document and signing the Confidentiality Obligation at the Seller’s headquarters, room 547, between 10:00 AM and 3:00 PM, interested parties may collect the Company Memorandum, the Sample Share Purchase Agreement, and the Additional Information for Investors Participating in the Tender to Purchase the Company’s Shares for a fee (PLN 100.00), payable to the Cashier of the Department of General Accountancy and Reporting of the Department of Budget and Finance of the Ministry of Treasury, room 372, between 12:00 - 2:00 PM, or to the account of the Ministry of Treasury held with Bank Gospodarstwa Krajowego S.A., Branch No. 1 in Warsaw, account no. 83 1130 1017 0019 9426 2520 0008, starting from the day following the day of publication of this Invitation until 1 July 2010.
  2. Bidders will be able to acquaint themselves with the Company’s enterprise between 14 June 2010 and 1 July 2010, on a day agreed with the Seller, upon submitting by 7 June 2010 a request for examination of the Company.
  3. Detailed terms and conditions of purchasing shares and the requirements concerning minimal investment commitments, commitments related to the protection of employees’ interests, as well as further commitments and the manner of securing the execution of such commitments, are contained in this Invitation, the Additional Information for Investors Participating in the Tender to Purchase the Company’s Shares, and the Sample Share Purchase Agreement released to bidders.
  4. Considered will only be offers submitted by bidders who signed the Confidentiality Obligation and collected the Company Memorandum, the Sample Share Purchase Agreement, and the Additional Information for Investors Participating in the Tender to Purchase the Company’s Shares.

III. HOW TO PREPARE THE OFFER

  1. Detailed information concerning the requirements for bidders as well as the detailed terms and conditions to be met by the offers to purchase the Company’s shares may be obtained by 1 July 2010.

    All queries should be directed to the following address:

    Ministerstwo Skarbu Państwa
    Departament Nadzoru Właścicielskiego i Prywatyzacji IV
    ul. Krucza 36/Wspólna 6, 00-522 Warszawa
    Tel: (022) 695 87 10, Fax: (022) 695 87 09


    Deadline for submitting queries expires on 28 June 2010.
  2. The Seller reserves the right to request additional clarifications from bidders.

IV. SUBMITTING THE OFFER AND TENDER PROCEDURE

  1. PLACE, PROCEDURE, FORM AND TIME LIMIT FOR SUBMITTING OFFERS
    Written offers to purchase the Company’s shares must be submitted, against confirmation of receipt, in a closed envelope marked: Przetarg – Jeleniogórska Przędzalnia Czesankowa „ANILUX” S.A. z siedzibą w Jeleniej Górze – nie otwierać (Tender – Jeleniogórska Przędzalnia Czesankowa „ANILUX” S.A. with registered office in Jelenia Góra – do not open), and including also the identification details of the bidder, to the following address: Ministerstwo Skarbu Państwa, Departament Nadzoru Właścicielskiego i Prywatyzacji IV, 00-522 Warszawa, ul. Krucza 36/Wspólna 6, room 553, in the hours 10 AM – 3 PM.

    The final date for submitting offers is 8 July 2010 at 2 PM.
  2. OPENNING OFFERS AND SELECTION OF THE WINNING BIDDER
    1) Offers will be opened on 8 July 2010 at 3 PM in room 556.
    2) The winning bidder will be determined by a committee within 30 working days following the expiry of the date for submitting offers.
  3. FORMAL REQUIREMENTS WHICH MUST BE MET FOR THE OFFERS TO BE SUBJECTED TO MERIT-BASED EVALUATION
    Offers must be made and submitted in accordance with the Seller’s requirements for bidders, as set forth in this Invitation and in the Additional Information for Investors Participating in the Tender to Purchase the Company’s Shares.
  4. MERIT-BASED CRITERIA SUBJECT TO EVALUATION AND SCORING
    1) Merit-based criteria to be evaluated and their respective scoring are set forth in section I of the Additional Information for Investors Participating in the Tender to Purchase the Company’s Shares (Offer Evaluation Sheet).
    2) In the event that two or more bidders receive the same score, the winning bidder will be selected in accordance with the procedure set forth in section III of the Additional Information for Investors Participating in the Tender to Purchase the Company’s Shares, referred to hereinabove.

V. MAXIMUM BID VALIDITY PERIOD

Submitted offer shall be binding for the bidder until an agreement is signed with the highest bidder, however not longer than 180 days from the offer submission deadline.

VI. DEADLINE FOR NOTIFYING BIDDERS OF TENDER RESULTS

Bidders will be immediately notified of the tender results in writing.

VII. RETURN OF BID SECURITY
Upon selecting the winning offer, the bid security paid by the winning bidder will be credited towards the price of purchase of the Company’s shares. Bid securities paid by the remaining bidders will be immediately returned in accordance with applicable regulations. Should the bidder decide to withdraw after expiry of the offer submission date or evade from concluding the agreement to purchase the Company’s shares, then the security paid by such bidder will not be returned.

VIII. DATE OF CONCLUSION OF SHARE PURCHASE AGREEMENT
The agreement to purchase the Company’s shares will be concluded with the winning bidder within 60 days from the date of notifying such winning bidder of the tender results. However, if the winning bidder is obliged to obtain a Decision of the President of the Office of Competition and Consumer Protection (UOKiK) on the absence of impediments to the intended merger of companies or a Decision of the Minister of Internal Affairs and Administration authorising for purchase of the Company’s shares, the share purchase agreement will be concluded within 60 days from the date of a written notification of the Seller by the bidder that the above mentioned consent(s) were obtained.


IX. COMPANY WHOSE SHARES ARE THE SUBJECT OF THE TENDER PROCEDURE

Jeleniogórska Przędzalnia Czesankowa „ANILUX” S.A. with registered office in Jelenia Góra
ul. Sobieskiego 47, 58-500 Jelenia Góra
Tel: (0-75) 764-73-61
Fax: (0-75) 764-75-63

The core business activity of the Company is manufacture – spinning of textile fibres, other textile products and knitted clothing.

X. TERMS AND CONDITIONS REGARDING THE NUMBER OF PURCHASED SHARES AND THE MINIMUM PRICE PER SINGLE SHARE

  1. Number of shares
    The share purchase offer should concern 875,500 (eight hundred and seventy-five thousand five hundred) registered shares, constituting 85% of the share capital of the Company, of a nominal value of PLN 6.00 (six zloty) each.
  2. Minimum price per one share
    The minimum price per one share shall be PLN 4.60 (four zloty and sixty groszy).

The Seller shall have the right to:

  1. decide not to hold a tender without giving reasons;
  2. extend the deadline for submitting offers.

Rejected will be offers which:

  1. are submitted after the stipulated deadline;
  2. do not comply with the terms and conditions specified herein.
     

 

Publication date :2 June 2010

Published by :Agnieszka Steindl
Author : Department of Ownership Supervision and Privatisation IV

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